Llm 2008-2009 international regulation of companies 1

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Essential reading:
The first article provides a good overview of the different theoretical frameworks and their implications. Read them first to get an overview of the issues.

  1. Millon, “Theories of the Corporation” [1990] Duke Law Journal 201 and Westlaw (read this primarily to gain an overview of the different theories, the analysis in Part IV of the article need not be read in detail).

Then read these two articles and we will debate whether you agree with Greenfield or Gordon Smith and why.

  1. Kent Greenfield, Debate: Saving the World with Corporate Law? “Proposition: Saving The World with Corporate Law” (2008) 57 Emory Law Journal 948

  2. D.Gordon Smith Debate: Saving the World with Corporate Law? Response: “The Dystopian Potential of Corporate Law” .(2008) 57 Emory Law Journal 985


  1. Worthington, Shares, Shareholders, Property, Power and Entitlement (part 1) (2001) 22 Company Lawyer 258 (part 2) (2001) 22 Company Lawyer 307 and Westlaw

  2. Stokes, “Company Law and Legal Theory” in W. Twining (ed.), Legal Theory and Common Law (1986) pp. 155-183; also available in Wheeler (ed.), The Law of the Business Enterprise (1994).

  3. J Armour and M.J. Whincop,“ The proprietary foundations of corporate law”. 27 Oxford Journal of Legal Studies (2007) 429-465

  4. B.Sheehy, The Importance of Corporate Models: Economic and Jurisprudential Values and the Future of Corporate Law (2004) 2 DePaul Business and Commercial law Journal 463 – a useful up to date survey of the field with critiques of major theories and lots of useful references - Westlaw

  5. Bebchuck, The Debate on Contractual Freedom in Corporate Law (1989) 89 Columbia Law Review 1319 and Westlaw;

  6. R.M.Buxbaum, Facilitative and Mandatory Rules in the Corporation Laws of the United States (2002) 50 American Journal of Comparative Law 249 and Westlaw – a brief discussion of the “Contractarian” view that the law should permit the parties to fix their own rules and its historical development in the USA.

  7. Easterbrook and Fischel, The Corporate Contract (1989) 89 Columbia Law Review 1416 and Westlaw – classic Economic Analysis of Law argument;

  8. W.W. Bratton, Enron and the Dark Side of Shareholder Value (2002) 76 Tulane Law Review 1275 and Westlaw – the lessons from Enron for the self regulatory corporate governance system discussing Enron as an example of the application of nexus of contract ideas to achieve shareholder value and the lesson that can be drawn from its failure – mainly to regulate auditors but not others more tightly.

  9. C.A. Harwell Wells, The Cycles of Corporate Social Responsibility: An Historical Retrospective for the Twenty-First Century (2002) 51 University of Kansas Law Review 77 and Westlaw – a useful review of the development up to the present of these ideas;

  10. Dalia Tsuk, Corporations Without Labor: the politics of progressive corporate law (2003) 151 University of Pennsylvania Law Review p1861 – How US Corporate Law developed by ignoring class issues and so excluding the work force as a factor in the corporation.

  11. C.W. Maughan, S.F.Copp, Company Law reform and Economic Methodology Revisited (2000) 21 Company Lawyer 14-22 – an application of the economic analysis to UK law reform on directors’ duties.

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